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                                                                  EXECUTION COPY
                                                                  --------------

                            (CONFORMED, AS AMENDED)

                                 VISTANA, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                          ----------------------------

     Vistana, Inc., a corporation organized under the laws of the State of
Florida (the "Company"), hereby adopts The Vistana, Inc. Employee Stock Purchase
Plan (the "Plan").  The purposes of the Plan are as follows:

     (1) To assist employees of the Company and its Subsidiary Corporations (as
defined below) in acquiring a stock ownership interest in the Company pursuant
to a plan which is intended to qualify as an "employee stock purchase plan"
within the meeting of Section 423(b) of the Internal Revenue Code of 1986, as
amended (the "Code").

     (2) To help employees provide for their future security and to encourage
them to remain in the employment of the Company and its Subsidiary Corporations.

     1.   Definitions.

     Whenever any of the following terms is used in the Plan with the first
letter or letters capitalized, it shall have the following meaning unless
context clearly indicates to the contrary (such definitions to be equally
applicable to both the singular and the plural forms of the terms defined):

          (a) "Authorization" has the meaning assigned to that term in Section
3(b) hereof.

          (b) "Board of Directors" or "Board" means the Board of Directors of
the Company.

          (c) "Code" means the Internal Revenue Code of 1986, as amended.

          (d) "Committee" means the committee appointed to administer the Plan
pursuant to Section 12 hereof.

          (e) "Company" means Vistana, Inc., a Florida corporation.

          (f) "Date of Exercise" means, with respect to any Option, the last day
of the Offering Period for which the Option was granted.

          (g) "Date of Grant" means, with respect to any Option, the date upon
which the Option is granted, as set forth in Section 3(a) hereof.
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          (h) "Eligible Compensation" means the employee's base pay.

          (i) "Eligible Employee" means an employee of the Company or any
Subsidiary Corporation (1) who does not, immediately after the option is
granted, own stock possessing five percent or more of the total combined voting
power or value of all classes of stock of the Company, a Parent Corporation or a
Subsidiary Corporation; (2) who has been employed by the Company or any
Subsidiary Corporation for not less than six months; (3) whose customary
employment is for more than 20 hours per week; and (4) whose customary
employment is for more than five months in any calendar year. For purposes of
paragraph (i), the rules of Section 424(d) of the Code with regard to the
attribution of stock ownership shall apply in determining the stock ownership of
an individual, and stock which an employee may purchase under outstanding
options shall be treated as stock owned by the employee. During a leave of
absence meeting the requirements of Treasury Regulation (S)1.421-7(h)(2), an
individual shall be treated as an employee of the Company or Subsidiary
Corporation employing such individual immediately prior to such leave. "Eligible
Employee" shall not include any director of the Company or any Subsidiary
Corporation who does not render services to the Company in the status of an
employee within the meaning of Section 3401(c) of the Code.

          (j) "Offering Period" shall mean the six-month periods commencing
April 1 and October 1 of each Plan Year as specified in section 3(a) hereof or
such other dates which may be determined by the Committee. The first Offering
Period shall commence April 1, 1997 or such other date which may be determined
by the Committee. Options shall be granted on the Date of Grant and exercised on
the Date of Exercise as provided in Sections 3(a) and 4(a) hereof.

          (k) "Option" means an option granted under the Plan to an Eligible
Employee to purchase shares of the Company's Stock.

          (l) "Option Period" means, with respect to any Option, the period
beginning upon the Date of Grant and ending upon the Date of Exercise.

          (m) "Option Price" has the meaning set forth in Section 4(b) hereof.

          (n) "Parent Corporation" means any corporation, other than the
Company, in an unbroken chain of corporations ending with the Company if, at the
time of the granting of the Option, each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

          (o) "Participant" means an Eligible Employee who has complied with the
provisions of Section 3(b) hereof.
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          (p) "Payday" means the regular and recurring established day for
payment of cash compensation to employees of the Company or any Subsidiary
Corporation.

          (q) "Plan" means The Vistana, Inc. Employee Stock Purchase Plan.

          (r) "Plan Year" means the calendar year.

          (s) "Stock" means the shares of the Company's Common Stock, $0.01 par
value.

          (t) "Subsidiary Corporation" means any corporation, other than the
Company, in an unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Option, each of the corporations other than the
last corporation in an unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

     2.   Stock Subject to the Plan.

     Subject to the provisions of Section 9 hereof (relating to adjustments upon
changes in the Stock) and Section 11 hereof (relating to amendments of the
Plan), the Stock which may be sold pursuant to Options granted under the Plan
shall not exceed in the aggregate 1,000,000 shares in total and may be unissued
shares or treasury shares or shares bought on the market for purposes of the
Plan.

     3.   Grant of Options.

          (a) General Statement. The Company shall offer Options under the Plan
to all Eligible Employees in successive six-month Offering Periods until the
earlier of (i) the date when the number of shares of Stock available under the
Plan have been sold or (ii) the date when the Plan is terminated. Dates of Grant
shall include April 1 and October 1 of each Plan Year and/or such other date or
dates as the Committee may from time to time determine. Each Option shall expire
on the Date of Exercise immediately after the automatic exercise of the Option
pursuant to Section 4(a) hereof. The number of shares of Stock subject to each
Option shall equal the payroll deductions authorized by each Participant in
accordance with subsection (b) hereof for the Option Period, divided by the
Option Price, except as provided in Section 4(a).

          (b) Election to Participate; Payroll Deduction Authorization. Except
as provided in subsection (d) hereof, an Eligible Employee shall participate in
the Plan only by means of payroll deduction. Each Eligible Employee who elects
to participate in the Plan shall deliver to the Company during the calendar
month preceding a Date of Grant no later than five (5) working days before such
Date of Grant, a completed and executed written payroll deduction authorization
in a form prepared by the
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Company (the "Authorization").  An Eligible Employee's Authorization shall give
notice of such Eligible Employee's election to participate in the Plan for the
next following Offering Period and subsequent Offering Periods and shall
designate a stated whole dollar amount of Eligible Compensation to be withheld
on each Payday.  The amount withheld shall not be less than $10.00 each Payday
and the stated amount shall not exceed 10% of Eligible Compensation.  The cash
compensation payable to a Participant for an Offering Period shall be reduced
each Payday through a payroll deduction in an amount equal to the stated
withdrawal amount specified in the Authorization payable on such Payday, and
such amount shall be credited to the Participant's account under the Plan.  Any
Authorization shall remain in effect until the Eligible Employee amends the same
pursuant to this subsection, withdraws pursuant to Section 5 or ceases to be an
Eligible Employee pursuant to Section 6.

          (c) $25,000 Limitation. No Eligible Employee shall be granted an
Option under the Plan which permits his rights to purchase stock under the Plan
and under all other employee stock purchase plans of the Company, any Parent
Corporation or any Subsidiary Corporation subject to Section 423 of the Code to
accrue at a rate which exceeds $25,000 of fair market value of such stock
(determined at the time the Option is granted) for each calendar year in which
the Option is outstanding at any time. For purpose of the limitation imposed by
this subsection, the right to purchase stock under an Option accrues when the
Option (or any portion thereof) first becomes exercisable during the calendar
year, the right to purchase stock under an Option accrues at the rate provided
in the Option, but in no case may such rate exceed $25,000 of the fair market
value of such stock (determined at the time such Option is granted) for any one
calendar year, and a right to purchase stock which has accrued under an Option
may not be carried over to any other Option.

          (d) Leaves of Absence. During a leave of absence meeting the
requirements of Treasury Regulation Section 1.421-7(h)(2), a Participant may
continue to participate in the Plan by making cash payments to the Company on
each Payday equal to the amount of the Participant's payroll deductions under
the Plan for the Payday immediately preceding the first day of such
Participant's leave of absence.

     4.   Exercise of Options; Option Price.

          (a) General Statement. Each Participant automatically and without any
act on such Participant's part shall be deemed to have exercised such
Participant's Option on the Date of Exercise to the extent that the balance then
in the Participant's account under the Plan is sufficient to purchase at the
Option Price whole shares of the Stock subject to the Option. Certificates
representing fractional shares will not be issued.
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          (b) Option Price Defined. The option price per share of Stock (the
"Option Price") to be paid by a Participant upon the exercise of the
Participant's Option shall be equal to 85% of the fair market value of a share
of Stock on the Date of Exercise. The fair market value of a share of Stock as
of a given date shall be: (i) the closing price of a share of Stock on the
principal exchange on which the Stock is then trading, if any, on such date, or,
if shares were not traded on such date, then on the next preceding trading day
during which a sale occurred; (ii) if the Stock is not traded on an exchange but
is quoted on Nasdaq or a successor quotation system, (1) the closing sales price
(if the Stock is then listed as a National Market Issue under the NASD National
Market System) or (2) the mean between the closing representative bid and asked
prices (in all other cases) for a share of the Stock on such date, or, if shares
were not traded on such date, then on the next preceding trading day during
which a sale occurred, as reported by Nasdaq or such successor quotation system;
(iii) if the Stock is not publicly traded on an exchange and not quoted on
Nasdaq or a successor quotation system, the mean between the closing bid and
asked prices for a share of Stock on such date, or, if shares were not traded on
such date, then on the next preceding trading day during which a sale occurred,
as determined in good faith by the Committee; or (iv) if the Stock is not
publicly traded, the fair market value of a share of Stock established by the
Committee acting in good faith.

          (c) Delivery of Share Certificate.  As soon as practicable after the
exercise of any Option, the Company will deliver to the Participant or his or
her nominee the whole shares of Stock purchased by the Participant from funds
credited to the Participant's account under the Plan.  Any cash in lieu of
fractional shares of Stock remaining after the purchase of whole shares of Stock
upon exercise of an Option will be credited to such Participant's account and
carried forward and applied toward the purchase of whole shares of Stock
pursuant to the Option, if any, granted to such Participant for the next
following Offering Period.  Certificates representing fractional shares will not
be issued.  In the event the Company is required to obtain authority from any
commission or agency to issue any such certificate, the Company shall seek to
obtain such authority.  The inability of the Company to obtain authority from
any such commission or agency which the Committee in its absolute discretion,
deems necessary for the lawful issuance of any such certificate shall relieve
the Company from liability to any Participant except to pay to the Participant
the amount of the balance in the Participant's account in cash in one lump sum
without any interest thereon.

          (d) Pro Rata Allocations. If the total number of shares of Stock for
which options are to be exercised on any date exceeds the number of shares
remaining unsold under the Plan (after deduction of all shares for which Options
have theretofore been exercised), the Committee shall make a pro rata allocation
of the available remaining shares in as nearly a uniform manner as shall be
practicable and any balance of payroll deductions credited to
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the accounts of Participants which have not been applied to the purchase of
shares of Stock shall be paid to such Participants in cash in one lump sum
within sixty (60) days after the Date of Exercise, without any interest thereon.

     5.   Withdrawal from the Plan.

          (a) General Statement. Any Participant may withdraw from participation
under the Plan at any time except that no Participant may withdraw during the
last ten (10) days of any Offering Period. A Participant who wishes to withdraw
from the Plan must deliver to the Company a notice of withdrawal in a form
prepared by the Company (the "Withdrawal Election") not later than ten (10) days
prior to the Date of Exercise during any Offering Period. Upon receipt of a
Participant's Withdrawal Election, the Company shall pay to the Participant the
amount of the balance in the Participant's account under the Plan in cash in one
lump sum within sixty (60) days, without any interest thereon. Upon receipt of a
Participant's Withdrawal Election by the Company, the Participant shall cease to
participate in the Plan and the Participant's Option shall terminate.

          (b) Eligibility Following Withdrawal. A Participant who withdraws from
the Plan and who is still an Eligible Employee shall be eligible to participate
again in the Plan as of any subsequent Date of Grant by delivering to the
Company an Authorization pursuant to Section 3(b) hereof.

     6.   Termination of Employment.

          (a) Termination of Employment Other than by Death. If the employment
of a Participant terminates other than by death, the Participant's participation
in the Plan automatically and without any act on the Participant's part shall
terminate as of the date of the termination of the Participant's employment. As
soon as practicable after such a termination of employment, the Company will pay
to the Participant the amount of the balance in the Participant's account under
the Plan without any interest thereon. Upon a Participant's termination of
employment covered by this Section 6(a), the Participant's Authorization,
interest in the Plan and Option under the Plan shall terminate.

          (b) Termination By Death. If the employment of a Participant is
terminated by the Participant's death, the executor of the Participant's will or
the administrator of the Participant's estate by written notice to the Company
may request payment of the balance in the Participant's account under the Plan,
in which event the Company shall make such payment without any interest thereon
as soon as practicable after receiving such notice; upon receipt of such notice
the Participant's Authorization, interest in the Plan and Option under the Plan
shall terminate. If the Company does not receive such notice prior to the next
Date of Exercise, the
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Participant's Option shall be deemed to have been exercised on such Date of
Exercise.

     7.   Restriction Upon Assignment.

     An Option granted under the Plan shall not be transferable other than by
will or the laws of descent and distribution, and is exercisable during the
Participant's lifetime only by the Participant.  Except as provided in Section
6(b) hereof, an Option may not be exercised to any extent except by the
Participant.  The Company shall not recognize and shall be under no duty to
recognize any assignment or alienation of the Participant's interest in the
Plan, the Participant's Option or any rights under the Participant's Option.

     8.   No Rights of Shareholders Until Shares Issued.

     With respect to shares of Stock subject to an Option, a Participant shall
not be deemed to be a shareholder of the Company, and the Participant shall not
have any of the rights or privileges of a shareholder, until such shares have
been issued to the Participant or his or her nominee following exercise of the
Participant's Option.  No adjustments shall be made for dividends (ordinary or
extraordinary, whether in cash, securities, or other property) or distribution
or other rights for which the record date occurs prior to the date of such
issuance, except as otherwise expressly provided herein.

     9.   Changes in the Stock; Adjustments of an Option.

     Whenever any change is made in the Stock or to Options outstanding under
the Plan, by reason of a stock split, stock dividend, recapitalization or other
subdivision, combination, or reclassification of shares, appropriate action
shall be taken by the Committee to adjust accordingly the number of shares of
Stock subject to the Plan and the number and the Option Price of shares of Stock
subject to the Options outstanding under the Plan to preserve, but not increase,
the rights of Participants hereunder.

     10.  Use of Funds; No Interest Paid.

     All funds received or held by the Company under the Plan shall be included
in the general funds of the Company free of any trust or other restriction and
may be used for any corporate purpose.  No interest will be paid to any
Participant or credited to any Participant's account under the Plan with respect
to such funds.

     11.  Amendment of the Plan.

     The Board of Directors may amend, suspend, or terminate the Plan at any
time and from time to time, provided that shareholder approval shall be required
to amend the Plan (i) to increase the total number of shares of Stock reserved
for sale pursuant to Options under the Plan; (ii) change the classification of
employees
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eligible to participate under the Plan, (iii) in any manner that would cause the
Plan to no longer be an "employee stock purchase plan" within the meaning of
Section 423(b) of the Code or (iv) in any manner that would require shareholder
approval under applicable law, regulation or rule.

     12.  Administration by Committee; Rules and Regulations.

          (a) Appointment of Committee.  The Plan shall be administered by the
Committee.  The Committee shall consist of two or more members of the Board of
Directors appointed by the Board of Directors to administer the Plan.  Each
member of the Committee shall be (A) a "non-employee director" (as defined by
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Act"));
and (B) once the reliance period expires under Section 1.162-27(f) of the
Treasury Department Regulations, an "outside director" under Section 1.162-
27(a)(3) of the Treasury Department Regulations.  The Committee at its option
may utilize the services of an agent to assist in the administration of the Plan
including establishing and maintaining an individual securities account under
the Plan for each Participant.

          (b) Duties and Powers of Committee.  It shall be the duty of the
Committee to conduct the general administration of the Plan in accordance with
the provisions of the Plan.  The Committee shall have the power to interpret the
Plan and the terms of the Options and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules.  In its absolute
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under the Plan.

          (c) Majority Rule.  The Committee shall act by a majority of its
members in office.  The Committee may act either by vote at a meeting or by a
memorandum or other written instrument signed by a majority of the Committee.

          (d) Compensation; Professional Assistance; Good Faith Actions.  All
expenses and liabilities incurred by members of the Committee in connection with
the administration of the Plan shall be borne by the Company.  The Committee
may, with the approval of the Board, employ attorneys, consultants, accountants,
appraisers, brokers or other persons.  The Committee, the Company and its
officers and directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons.  All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon all Participants, the Company and all other interested persons.  No member
of the Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Options, and
all members of the Committee shall be fully protected by the Company in respect
to any such action, determination, or interpretation.
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     13.  No Rights as an Employee.

     Nothing in the Plan shall be construed to give any person (including any
Eligible Employee or Participant) the right to remain in the employ of the
Company, a Parent Corporation or a Subsidiary Corporation or to affect the right
of the Company, any Parent Corporation or any Subsidiary Corporation to
terminate the employment of any person (including any Eligible Employee or
Participant) at any time, with or without cause.

     14.  Merger, Acquisition or Liquidation of the Company.

     In the event of the merger or consolidation of the Company into another
corporation, the acquisition by another corporation of all or substantially all
of the Company's assets or 50% or more of the Company's then outstanding voting
stock, the liquidation or dissolution of the Company or any other reorganization
of the Company, the Date of Exercise with respect to outstanding Options shall
be the business day immediately preceding the effective date of such merger,
consolidation, acquisition, liquidation, dissolution, or reorganization unless
the Committee shall, in its sole discretion, provide for the assumption or
substitution of such Options in a manner complying with Section 424(a) of the
Code.

     15.  Term; Approval by Shareholders.

     No Option may be granted during any period of suspension of the Plan or
after termination of the Plan. The Plan shall be submitted for the approval of
the Company's shareholders within 12 months after the date of the Board of
Directors' adoption of the Plan.  Options may be granted prior to such
shareholder approval; provided, however, that such Options shall not be
exercisable prior to the time when the Plan is approved by the shareholders; and
provided, further, that if such approval has not been obtained by the end of
said 12-month period, all Options previously granted under the Plan shall
thereupon expire.

     16.  Effect Upon Other Plans.

     The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company, any Parent Corporation or any
Subsidiary Corporation.  Nothing in this Plan shall be construed to limit the
right of the Company, any Parent Corporation or any Subsidiary Corporation (a)
to establish any other forms of incentives or compensation for employees of the
Company, any Parent Corporation or any Subsidiary Corporation or (b) to grant or
assume options otherwise than under this Plan in connection with any proper
corporate purpose, including, but not by way of limitation, the grant or
assumption of options in connection with the acquisition, by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.

     17.  Conditions to Issuance of Stock Certificates.
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     The Company shall not be required to issue or deliver any certificate or
certificates for shares of Stock purchased upon the exercise of Options prior to
fulfillment of all the following conditions:

          (a) The admission of such shares to listing on all stock exchanges, if
any, on which is then listed; and

          (b) The completion of any registration or other qualification of such
shares under any state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
which the Committee shall, in its absolute discretion, deem necessary or
advisable; and

          (c) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable; and

          (d) The payment to the Company of all amounts which it is required to
withhold under federal, state or local law upon exercise of the Option; and

          (e) The lapse of such reasonable period of time following the exercise
of the Option as the Committee may from time to time establish for reasons of
administrative convenience.

     18.  Notification of Disposition.

     Each Participant shall give prompt notice to the Company of any disposition
or other transfer of any shares of Stock purchased upon exercise of an Option if
such disposition or transfer is made (a) within two (2) years from the Date of
Grant of the Option or (b) within one (1) year after the transfer of such shares
to such Participant upon exercise of such Option.  Such notice shall specify the
date of such disposition or other transfer and the amount realized, in cash,
other property, assumption of indebtedness or other consideration, by the
Participant in such disposition or other transfer.

     19.  Notices.

     Any notice to be given under the terms of the Plan to the Company shall be
addressed to the Company in care of its Secretary and any notice to be given to
any Eligible Employee or Participant shall be addressed to such Eligible
Employee at such Eligible Employee's last address as reflected in the Company's
records.  By a notice given pursuant to this Section, either party may designate
a different address for notices to be given to it, him or her.  Any notice which
is required to be given to an Eligible Employee or a Participant shall, if the
Eligible Employee or Participant is then deceased, be given to the Eligible
Employee's or Participant's personal representative if such representative has
previously
<PAGE>
 
informed the Company of his status and address by written notice under this
Section.  Any notice shall have been deemed duly given if enclosed in a properly
sealed envelope or wrapper addressed as aforesaid at the time it is deposited
(with postage prepaid) in a post office or branch post office regularly
maintained by the United States Postal Service.

     20.  Commencement.  The Plan shall become effective on such date as may be
specified by the Committee which absent a resolution of the Board to the
contrary shall be the date set forth in Section l(j); provided, however, that in
no event shall the Plan become effective unless within 12 months of the date of
its adoption by the Board, it has been approved by the shareholders of the
Company.

     21.  Headings.

     Headings are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of the Plan.

                                 *  *  *  *  *
<PAGE>
 
     I hereby certify that the foregoing Plan is the Employee Stock Purchase
Plan of Vistana, Inc. as adopted by the Board of Directors of Vistana, Inc. on
December 27, 1996 and as amended through May 15, 1998.

Executed as of May 15, 1998.


                               /s/ Jeffrey A. Adler
                               --------------------
                               Jeffrey A. Adler
                               Director, President and Co-Chief 
                               Executive Officer